PERIOD BEFORE CLOSING Sample Clauses

PERIOD BEFORE CLOSING. 5.1 Except with the consent of the Buyer (which shall not be unreasonably withheld or delayed) or as required by the terms of this Agreement, the Seller shall ensure that during the period beginning on the date of this Agreement and ending at Closing: a. the Company shall not take any action set out in Schedule 2; b. to the extent permitted under applicable Law, the Buyer and its agents and representatives are: i. upon written notice of at least five Business Days to the Seller, given access during normal business hours to the books, records and Senior Managers of the Company; and ii. upon written request to the Seller, provided as soon as reasonably practicable with any reasonably requested information relating to the business and affairs of the Company (provided that such information is not confidential), provided that in each case the Buyer shall reimburse the Seller for any third party out of pockets costs and expenses reasonably incurred by Seller in providing such access and information. 5.2 During the period beginning on the date of this Agreement and ending at Closing, the Seller shall not dispose of any interest in or otherwise grant an Encumbrance in respect of any of the Sale Shares. 7153497 v5 |US-DOCS\117790358.20|| 5.3 The Seller shall notify the Buyer in writing as soon as reasonably practicable of any matter which becomes known to it before Closing and which constitutes, or might reasonably be expected (either immediately or after the lapse of time) to constitute, a material breach of clauses 5.1 or 5.2 or a material adverse change in the financial or trading position, operations or prospects of the Company. 5.4 The Seller shall, on the second Business Day before the Closing Date, notify the Buyer of the Estimated Closing Cash, the Estimated Closing Debt and the Estimated Closing Working Capital. 5.5 Any notice given under clause 5.4 shall be given in good faith, as soon as reasonably practicable after 5.30 p.m. on the relevant date and shall be accompanied by a breakdown of the items comprised within each estimate and any relevant supporting documentation. The Seller shall provide any information in relation to those estimates readily available to the Seller as the Buyer may from time to time reasonably require.
Sample 1
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PERIOD BEFORE CLOSING. Confidential Information, Non-Solicitation, Non-Competition
Sample 1
PERIOD BEFORE CLOSING. From the date of this Agreement until the date of Closing, each party shall promptly notify the other parties of (i) the occurrence or non-occurrence of an event that would be likely to cause any of the representations and warranties made by such party in Clause 7 or 8, and to be repeated on the date of Closing, to be incomplete or inaccurate in any material respect as of the date of Closing and (ii) any material failure to comply with or satisfy any of the obligations to be complied with or satisfied by such party under this Agreement on or prior to the date of Closing.
Sample 1
PERIOD BEFORE CLOSING. Between the date of this Agreement and the earlier of Closing and termination of this Agreement, the Seller must ensure that the Seller’s Business is conducted materially in the Ordinary Course of Business of the Seller and, in particular, the Seller must comply with each of the undertakings set out in Schedule 1. The Seller must promptly notify the Buyer of any abnormal or unusual events with respect to the Seller’s Business or occurrence of any event outside the Ordinary Course of Business.
Sample 1
PERIOD BEFORE CLOSING. 17 7 WARRANTIES.........................................................................................19 8 RESTRICTIONS ON THE VENDOR AND THE SHAREHOLDERS....................................................23 9 UNDERTAKINGS.......................................................................................24 10 INDEMNITY..........................................................................................27
Sample 1
PERIOD BEFORE CLOSING. 6.1 The Vendor undertakes to and covenants with the Purchaser that it will procure that between the date of this Agreement and Closing:- 6.1.1 no increase shall be made in the authorised, allotted or issued share capitals of any of the Relevant Sale Group Companies; 6.1.2 no option shall be offered or granted by any of the Relevant Sale Group Companies over the whole or any part of their respective share capitals, whether issued or unissued; and 6.1.3 no dividends or other distributions shall be declared, made or paid by any of the Relevant Sale Group Companies. 6.2 The Vendor further undertakes to and covenants with the Purchaser that it will procure that between the date of this Agreement and Closing (save with the previous written consent of the Purchaser not to be unreasonably withheld or delayed):- 6.2.1 the business of each of the Relevant Sale Group Companies shall be carried on in the ordinary and usual course and so as to maintain the same as a going concern and with a view to profit; 6.2.2 none of the Sale Group Companies:- (a) alter or agree to alter or terminate or agree to terminate any agreement to which it is a party otherwise than in the ordinary course of business or enter or agree to enter into any unusual or abnormal contract or commitment; (b) incur any capital expenditure or any material capital commitment not already contractually committed or which is not set out expressly in Schedule 14 or save for disposals in the ordinary course of business dispose of or realise any material capital asset or any interest in any such asset which in any event may not amount to more than US$100,000 for a single item; (c) create or agree to create any Encumbrance over all or any of its assets (other than liens arising in the ordinary course of business) or redeem or agree to redeem any existing security or give or agree to give any guarantee or indemnity except in the ordinary course of business; (d) alter or agree to alter the terms of any existing borrowing facilities or arrange any additional borrowing facilities; (e) increase or agree to increase the remuneration (including, without limitation, pension contributions, bonuses, commissions and benefits in kind) of any director or employee beyond the official rate of inflation of the country in which such director or employee works or provide or agree to provide any gratuitous payment or benefit to any director or employee or any of his dependants and no employee having an annual salary in excess of ...
Sample 1
PERIOD BEFORE CLOSING. 5.1 Except as otherwise agreed with the Buyer, and subject to Clause 5.2 below, from the date of this Agreement until Closing the Institutional Seller shall exercise its voting rights or other controls or consent rights in order to procure that the Business is carried on only in the ordinary course and consistent with past practice and shall comply with the obligations set out in Schedule 2 (Conduct of business prior to Closing), and additionally the Institutional Seller shall on the date of this Agreement or as soon as reasonably practicable afterwards: (a) inform the Management Warrantors and all directors and officers of each relevant Target Group Company ("Officers") of the same; and (b) instruct and direct that (pending the earlier to occur of termination of this Agreement or Completion) each such Officer shall comply with all such obligations and restrictions, and that each Officer shall refuse or decline to take any action or carry out any instructions which would breach or otherwise contravene any such obligation or restriction. 5.2 The Institutional Seller hereby, on the date of this Agreement, instructs and directs the Management Warrantors on the same terms as Clause 5.1(b), and each Management Warrantor (without incurring personal liability to the Buyer pursuant to this Agreement) hereby severally confirms that they have been so instructed and directed. 5.3 Notwithstanding anything to the contrary in Clause 5.1, or any other provision of this Agreement, neither the Sellers nor any member of a Seller’s Group shall be prevented from undertaking, be required to obtain the Buyer’s consent (unless otherwise required below) in relation to, or incur any liability as a result of effecting, any of the following on or prior to Closing: (a) any matter required by Law; (b) the implementation of any specific transaction or the taking of any specific action permitted or specifically provided for by any Transaction Document; (c) the implementation of the Pre-Closing Reorganisation; (d) the implementation of any transaction or the taking of any action (other than in the ordinary and usual course of business consistent with past practice which for the avoidance of doubt shall not include any of the actions set out in Schedule 2 (Conduct of business prior to Closing)) where (and only to the extent that) the Buyer has given its prior approval in writing for it to be implemented or undertaken; (e) any acquisition of the outstanding securities in Alpha Omega Financ...
Sample 1
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Related to PERIOD BEFORE CLOSING

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • WORKING DAY BEFORE AUCTION DATE Any intending bidder who intends to bid on behalf of another person, body corporate or firm is required to deposit with the Auctioneer prior to the auction sale an authority letter to state that he/she is acting on behalf of another person, body corporate or firm and he/she is authorised to sign all the necessary documents. All intending bidders shall be required to verify their identities by showing to the Auctioneer their identity cards prior to the commencement of the auction, failing which, they shall not be entitled to bid. In the event that the Bumiputra lot is sold to a non Bumiputra or if the successful bidder is below the age of 18 or is an undischarged bankrupt or is not legally competent to purchase the property, then such sale shall be cancelled and the deposit paid shall be refunded to the successful bidder and thereafter the Assignee shall be at liberty to put up the property for sale. A foreign citizen/foreign company may be allowed to bid for the property and if the bid is successful, the sale is subject to the foreign citizen/company applying and obtaining at his/her/its own cost to the Economic Planning Unit (if applicable) and/or relevant State Authority for the unconditional consent to the sale within the period stated in Clause 11 hereof but subject to Clause 22 hereof.

  • Tax Periods Ending on or Before the Closing Date Buyer shall prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Company and the Company Subsidiary for all periods ending on or prior to the Closing Date which are required to be filed (taking into account all extensions properly obtained) after the Closing Date.

  • Pre-Closing Promptly upon the execution of this Agreement, Seller shall notify the Manufacturer regarding the transactions contemplated by this Agreement. Buyer (or its affiliate) shall promptly apply to the Manufacturer for the issuance of a contractual right to operate an automobile dealership upon the Premises. The Parties shall use commercially reasonable best efforts to obtain Manufacturer approval as soon as possible. Seller shall promptly provide the requisite information, documents and access necessary to prepare for Closing and ensure a seamless operational transfer of the Assets. Effective as of the Closing, Seller shall terminate its Dealer Sales and Service Agreements with the Manufacturer relative to the Dealership location and execute and deliver all of the Manufacturer’s customary documents and promptly remove Manufacturer’s intellectual property from all publicly visible Excluded Assets in every form and medium (i.e., retained internet sites, signs, etc.). Seller shall fully cooperate with Buyer, and take all reasonable steps to assist Buyer, in Buyer’s efforts to obtain its own similar Dealer Sales and Service Agreements with the Manufacturer. All actions to be taken at the Closing pursuant to this Agreement will be deemed to have occurred simultaneously, and no action, document or transaction will be deemed to have been taken, delivered or effected, until all such actions, documents and transactions have been taken, delivered or effected. Promptly after the Closing, Seller shall transfer to Buyer certificates of title or origin for all vehicles and all of its registration lists, owner follow-up lists and service files on hand as of the Closing, provided that such lists and files relate to the Assets. If Seller presents assets for purchase post-Closing that would have otherwise been Assets, then such assets may be purchased at a mutually agreed to price or otherwise retained by Seller. Buyer is not required to submit an offer. This does not apply to in-transit vehicles from the Manufacturer. Buyer shall retain and safeguard the pre-Closing customer paper deal jackets retained by Buyer in accordance with law, and, until Buyer destroys such records in accordance with company policy in effect from time to time, Seller shall have reasonable access to Seller’s pre-Closing customer records (e.g., paper deal jackets) and any records related to Assigned Contracts after the Closing for any legitimate purpose, such as (by way of example and not by limitation) for resolving customer inquiries.

  • Removal Before Your Tax Filing Deadline An excess contribution may be corrected by withdrawing the excess amount, along with the earnings attributable to the excess, before your tax filing deadline, including extensions, for the year for which the excess contribution was made. An excess withdrawn under this method is not taxable to you, but you must include the earnings attributable to the excess in your taxable income in the year in which the contribution was made. The six percent excess contribution penalty tax will be avoided.

  • The Closing Date Delivery of certificates for the Securities in definitive form to be purchased by the Underwriters and payment therefor shall be made at the offices of Xxxxxx Xxxxxx & Xxxxxxx llp, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as may be agreed to by the Company and the Representatives) at 9:00 a.m. New York City time, on November 7, 2019 or such other time and date as the Representatives shall designate by notice to the Company (the time and date of such closing are called the “Closing Date”).

  • Closing The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) All documents specified in Section 7 of this Agreement (the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and the Mortgage Loan Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement. (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use their commercially reasonable best efforts to perform their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

  • First Closing The First Closing shall have occurred.

  • Date of Closing The Closing shall take place at such place and time as the parties may agree in writing, on December 31, 2010, unless an earlier or later date are mutually designated by Seller and Buyer. The foregoing date is the date on which the Sellers deeds to Buyer are to be recorded immediately prior to the delivery of the Purchase Price to Seller and is referred to in this Agreement as the "Closing" or "Closing Date". Seller shall deliver possession of the Assets to Buyer on the Closing Date.

  • Postponement of Closing Date In the event that the Firm Units to which the default relates are to be purchased by the non-defaulting Underwriters, or are to be purchased by another party or parties as aforesaid, the Representative or the Company shall have the right to postpone the Closing Date for a reasonable period, but not in any event exceeding five (5) Business Days, in order to effect whatever changes may thereby be made necessary in the Registration Statement and/or the Prospectus, as the case may be, or in any other documents and arrangements, and the Company agrees to file promptly any amendment to, or to supplement, the Registration Statement and/or the Prospectus, as the case may be, that in the reasonable opinion of counsel for the Underwriters may thereby be made necessary. The term “Underwriter” as used in this Agreement shall include any party substituted under this Section 6 with like effect as if it had originally been a party to this Agreement with respect to such securities.

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